Latham Group, Inc.
For the period ended Apr 30, 2026. Filed Mar 20, 2026.
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Apr 30, 2026 · Filed Mar 20, 2026
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Contents
Proxy Summary
This proxy statement is furnished to stockholders of Latham Group, Inc., a Delaware corporation (the “Company”), in connection with the solicitation of proxies by our board of directors (our “Board”) for use at our 2026 Annual Meeting of Stockholders to be held on Thursday, April 30, 2026 (the “Annual Meeting”), and at any adjournment or postponement thereof.
We are making this proxy statement and our annual report to stockholders for the fiscal year ended December 31, 2025 (the “Annual Report”) available to our stockholders electronically via the Internet atwww.proxyvote.com. On or about March 20, 2026, we mailed to our stockholders a Notice of Internet Availability of Proxy Materials (the “Internet Notice”) containing instructions on how to access this proxy statement and vote online or by telephone.
This proxy summary highlights information contained elsewhere in this proxy statement for our Annual Meeting. This proxy summary does not contain all of the information that you should consider, and you should read the entire proxy statement before voting. For more complete information regarding the 2025 operational and financial performance of Latham, you should review our Annual Report.
Business Overview
Latham Group, Inc., headquartered in Latham, New York, is the largest designer, manufacturer and marketer of in-ground residential swimming pools in North America, Australia, and New Zealand. With an operating history that spans over 65 years, we offer the industry’s broadest portfolio of pools and related products, including fiberglass pools, packaged pools, pool liners and automatic and winter safety pool covers. We hold the #1 position in North America in every product category in which we compete. We believe that we are the most sought-after brand in the pool industry and the only pool company that has established a direct relationship with the homeowner. We are Latham, The Pool Company™.
We have a heritage of innovation. In an industry that has traditionally marketed on a business-to-business basis (pool manufacturer to dealer), we pioneered the first “direct-to-homeowner” digital and social marketing strategy that has transformed the homeowner’s purchase journey. Through this marketing strategy, we are able to create demand for our pools and generate and provide high quality, purchase-ready consumer leads to our dealer partners.
Partnership with our dealers is integral to our collective success, and we have enjoyed long-tenured relationships averaging over 15 years. We support our dealer network with business development tools, co-branded marketing programs and in-house training, as well as an operations platform consisting of approximately 1,804 full-time employees across approximately 30 locations as of December 31, 2025. The full resources of the Company are dedicated to designing and manufacturing high-quality pool products with the homeowner in mind, and positioning ourselves as a value-added partner to our dealers.
Proposal One—Election of Class II Directors
| Board Recommendation | Required Vote |
| FOR each nominee | Plurality of votes cast |
Our Board currently consists of nine directors. Following a review of the individual and aggregate qualifications, attributes, skills and experience of Board members, our Board has re-nominated the three Class II directors for election at our Annual Meeting. Our Board believes that the director nominees will continue to collectively serve in the best interests of stockholders and the Company and assist our Board to fulfill its significant oversight role.
Each of the Class II director nominees will serve a three-year term and until a successor has been duly elected and qualified, or until such director’s earlier resignation, retirement or other termination of service.
| Name and Age | Director Since | Independent | Primary or Most Recent Occupation | Current Board Committee(s) |
| Frank J. Dellaquila 69 | 2024 | Yes | Service as Board Director / Manager; Former Senior Executive Vice President and Chief Financial Officer of Emerson Electric Co. | Audit (Chair) |
| Sean Gadd(1) 53 | 2026 | No | President and Chief Executive Officer, Latham | None |
| William M. Pruellage 52 | 2020 | Yes | Managing Partner, Pamplona | Compensation |
| (1) | Mr. Gadd was appointed to our Board, effective as of January 5, 2026, in connection with his appointment as our President and Chief Executive Officer. |
Qualifications, Attributes, Skills and Experience of our Directors
The following table sets forth a summary of key qualifications, attributes, skills and experience that our current directors contribute to our Board.
| Number of Directors | |
|---|---|
| Strategic Growth and M&A Experience | 9 |
| Senior Leadership or Management Experience | 8 |
| Finance or Accounting Experience | 6 |
| Marketing and Brand Management Expertise | 6 |
| Manufacturing and Supply Chain Experience | 6 |
| International Business Operations Experience | 6 |
| Consumer Products Expertise | 5 |
| Human Capital Management Expertise | 5 |
| Other Public Company Service | 5 |
| Risk Management and Compliance Expertise | 3 |
| Digital Transformations, Technology or Cybersecurity Expertise | 1 |
2 2026 Proxy Statement
Compensation Governance
See “Named Executive Officer Compensation” for a detailed discussion of our compensation program and determinations for our named executive officers in 2025. The following table sets forth a summary of key compensation governance matters for our current program.
| What We Do | What We Don’t Do |
| • Our independent Compensation Committee retains and actively engages with an independent compensation consultant • We annually use recent peer group and/or executive compensation survey data as a factor to establish target annual compensation • Our 2021 Omnibus Plan aligns with stockholder interests and incorporates certain governance best practices (see Proposal Three) • We only utilize and apply rigorous, objective financial goals to our incentive programs to align with our business strategy and our stockholders, and utilize an objective adjustment policy• Annual equity awards of time-based restricted stock units (“RSUs”) and performance stock units (“PSUs”) represent a majority of the target annual compensation, with long-term vesting• Our incentive programs each have a fixed payout cap of 200% of target• We have an equity grant policy to pre-establish timing of grants• We apply Clawback Policies for incentive compensation to our executive officers, including a Dodd-Frank compliant policy and a policy to address calculation errors• We apply stock ownership guidelines to our named executive officers and non-employee directors• We conduct a comprehensive compensation risk assessment annually• We conduct an annual talent and succession plan review of our executive officers and critical talent | • No single-trigger vesting of equity awards upon change-in-control• No hedging or pledging of our securities, and no using derivatives• No tax gross-ups upon change-in-control or severance • No guaranteed bonuses, except new hire or severance agreements, and no one-time equity awards, except new hires • No significant perquisites, supplemental benefits, pension plans or defined benefit plans • No repricing/replacing underwater stock options and SARs |
2025 Compensation Program
The compensation program for our named executive officers is designed to attract, motivate and retain qualified employees and to provide them incentives to achieve or exceed the Company’s annual operational, financial and strategic goals and to increase long-term stockholder value. The 2025 compensation program for named executive officers consisted of a base salary, an annual cash bonus opportunity, and annual equity awards (consisting of RSUs and PSUs). To further align our compensation program with stockholder interests, a substantial percentage of our 2025 annual equity awards consisted of PSUs.
Based on Company performance for 2025, our former Chief Executive Officer’s compensation was determined as follows:
| • | He earned 87.6% of his target annual cash bonus based on aggregate achievement of Net Sales (50% weighting) and Adjusted EBITDA margin percentage (50% weighting). |
|---|
| • | He earned 87.9% of the first tranche of his target PSUs based on the Adjusted EBITDA performance measure in 2025; the earned PSUs will vest on July 5, 2026 in accordance with the Rajeski Separation and Consulting Agreement (as defined below). See “Named Executive Officer Compensation Tables—Narrative Disclosure to Summary Compensation Tables for 2025 and 2024—Rajeski Separation and Consulting Agreement” below for additional information. |
|---|
Key Corporate Governance Highlights
Our Board has taken a reasonable, measured approach in implementing our corporate governance policies and practices.
Our Board recognizes the importance of evolving our corporate governance practices as we become a mature publicly traded company. By no later than our 2028 annual meeting of stockholders, which is seven years following our initial public offering, our Board is committed to effectuate:
Fully independent standing Committees (Audit, Compensation, and Nominating and Corporate Governance)—currently satisfied
A plurality plus resignation policy for uncontested director elections
4 2026 Proxy Statement
Key elements of our current governance are set forth below.
| • Independent, non-executive Chair of Board• Eight of nine independent directors, and fully independent Audit, Compensation and Nominating and Corporate Governance Committees• Regular executive sessions of non-management directors, and at least an annual executive session of independent directors• Annual Board and Committee self-evaluations• Significant strategy and risk oversight by Board and Committees• Director onboarding and continuing director education• Annual review of Committee charters and key governance policies | • A director retirement provision in our Corporate Governance Guidelines, prohibiting nomination to a new term after age 75 (subject to limited waiver)• Active oversight of cybersecurity, data privacy and related risk mitigation activities, human capital management and sustainability initiatives and related public reporting• Highly committed Board, including significant participation and director attendance at Board and Committee meetings• Management and director succession planning• No dual classes of Common Stock (i.e., no unequal voting rights)• No poison pill• No director overboarding• No hedging, short sales or pledging regarding our securities, and no using derivatives |
On April 27, 2021, we entered into a stockholders’ agreement (the “Stockholders’ Agreement”) with Pamplona Capital Partners V, L.P., an investment fund (the “Pamplona Fund”) managed by affiliates of Pamplona Capital Management, LLC (together with its respective subsidiaries and affiliates, “Pamplona”), and Wynnchurch Capital Partners IV, L.P. (“Wynnchurch IV”) and WC Partners Executive IV, L.P. (“WC Executive”) (collectively, the “Wynnchurch Funds”), managed by affiliates of Wynnchurch Capital, L.P. (“Wynnchurch Capital,” and together with its respective subsidiaries and affiliates, “Wynnchurch”). The Stockholders’ Agreement grants Pamplona the right to nominate to our Board a number of designees on a sliding scale depending on Pamplona’s affiliates’ ownership of shares of the Company’s Common Stock, par value $0.0001 per share (our “Common Stock” or “shares of Common Stock”). Mr. Dellaquila, Mr. Laven, Mr. Pratt and Mr. Pruellage are the current designees of Pamplona under the Stockholders’ Agreement. Wynnchurch had certain director nomination rights, which they waived beginning in July 2022. For more information, see “Certain Relationships and Related Party Transactions—Stockholders’ Agreement.” References to our “Principal Stockholders” in this proxy statement refer to the Pamplona Fund, managed by Pamplona, and the Wynnchurch Funds, managed by Wynnchurch.
Sustainability
As a leading global manufacturer of in-ground swimming pools, our ambition is to lead the way towards a more sustainable future for our industry. We continue to work with independent consultants to assess and enhance our sustainability performance, benchmark our efforts against industry peers, establish a comprehensive strategy to manage sustainability risks and opportunities and publish an annual Sustainability Report. See “—Board of Directors and Corporate Governance—Oversight of Sustainability.”
Proposal Two—Ratification of the Appointment of Deloitte & Touche LLP as Our Independent Registered Public Accounting Firm for 2026
| Board Recommendation | Required Vote |
| FOR | Majority of the voting power present in person or represented by proxy and entitled to vote |
Our Board is seeking stockholder support to ratify the appointment of Deloitte & Touche LLP (“Deloitte & Touche”) as our independent registered public accounting firm for 2026. Our Audit Committee has continued its engagement with Deloitte & Touche since 2020.
Our Audit Committee has reappointed Deloitte & Touche as the Company’s independent registered public accounting firm for the year ending December 31, 2026, including based upon the following factors:
Efficiencies of continued engagement
Audit effectiveness
Expertise and industry knowledge
External data on audit quality and performance
Reasonableness of fees
Communication
Ratification proposal had strong support at the Company’s 2025 annual meeting
6 2026 Proxy Statement
Proposal Three—Amendment to the Latham Group, Inc. 2021 Omnibus Equity Incentive Plan
| Board Recommendation | Required Vote |
| FOR | Majority of the voting power present in person or represented by proxy and entitled to vote |
Our Board is asking our stockholders to approve an amendment (the “Amendment”) to the Latham Group, Inc. 2021 Omnibus Equity Incentive Plan, as amended (the “2021 Omnibus Equity Plan”). The 2021 Omnibus Equity Plan was initially adopted by our Board on April 12, 2021 and our stockholders on April 13, 2021, prior to the consummation of our IPO on April 27, 2021. It was subsequently amended on May 2, 2023 following approval by our stockholders at our 2023 annual meeting of stockholders, which amendment provided for an increase in the available shares as well as further enhancements to the compensation and governance best practices included therein.
We use awards under the 2021 Omnibus Equity Plan to attract and retain employees, ensure that our compensation program provides appropriate incentives to motivate our key employees, officers and non-employee directors to contribute to our long-term performance and growth, develop a culture of ownership, and align further the interests of participants and our stockholders. Stockholder approval of the Amendment will permit us to continue to grant equity compensation awards to our key employees, officers and non-employee directors in furtherance of this philosophy.
Our Board has determined that it is in the best interests of us and our stockholders to approve the Amendment, which includes an increase by 3,400,000 shares of the number of shares of Common Stock that may be issued pursuant to awards.
As of the record date, we had 2,868,643 shares of our Common Stock remaining available for issuance for awards under the 2021 Omnibus Equity Plan.
Our Compensation Committee is recommending the approval of the Amendment for the following reasons:
Critical Importance of Equity Awards to Our Long-Term Business Strategy, Including Employee Recruitment and Retention in a Competitive Market
Historical Usage and Effectiveness of Prior Equity Grants Strongly Impacted by Macroeconomic Conditions and Stock Price Volatility
We Did Not Utilize Customary Methods to Avoid or Limit Stockholder Approval of Share Pool Increases
Our Compensation Committee is Committed to Evolving our Annual Equity Program
A Reasonable Number of Shares Will Be Added to the 2021 Omnibus Equity Plan
The 2021 Omnibus Equity Plan Includes Significant Compensation and Governance Best Practices
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